THIRD AMENDMENT, CONSENT AND WAIVER TO CREDIT AGREEMENT AND FIRST AMENDMENT TO INTERCOMPANY SUBORDINATION AGREEMENT AND MORTGAGES

Exhibit 10.1 - Third Amendment, Consent and Waiver to Credit Agreement and First Amendment to Intercompany Subordination Agreement and Mortgages

THIRD AMENDMENT, CONSENT AND WAIVER TO CREDIT AGREEMENT AND FIRST AMENDMENT TO

INTERCOMPANY SUBORDINATION AGREEMENT AND MORTGAGES

THIRD AMENDMENT, CONSENT AND WAIVER TO CREDIT AGREEMENT AND FIRST AMENDMENT TO INTERCOMPANY SUBORDINATION AGREEMENT AND MORTGAGES (this “ Amendment ”), dated as of February 18, 2009, among LEE ENTERPRISES, INCORPORATED, a Delaware corporation (the “ Borrower ”), the lenders party to the Credit Agreement referred to below (the “ Lenders ”) and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Administrative Agent (in such capacity, the “ Administrative Agent ”) and as Collateral Agent (in such capacity, the “ Collateral Agent ”). Unless otherwise indicated, all capitalized terms used herein and not otherwise defined herein shall have the respective meanings provided such terms in the Credit Agreement.

W I T N E S S E T H :

WHEREAS, the Borrower, the Lenders and the Administrative Agent are parties to an Amended and Restated Credit Agreement, dated as of December 21, 2005 (as amended, restated, modified and/or supplemented to, but not including, the date hereof, the “ Credit Agreement ”);

WHEREAS, the Borrower, the Collateral Agent and certain Subsidiaries of the Borrower are parties to an Amended and Restated Credit Intercompany Subordination Agreement, dated as of December 21, 2005 (as amended, restated, modified and/or supplemented to, but not including, the date hereof, the “ Intercompany Subordination Agreement ”);

WHEREAS, the Borrower, the Lenders and the Administrative Agent entered into the Second Waiver to Credit Agreement, dated as of December 22, 2008 (the “ Second Waiver ”), pursuant to which the Lenders had agreed to waive the Specified Events of Defaults (as defined in the Second Waiver) on the terms and conditions set forth therein; and

WHEREAS, subject to the terms, conditions and agreements herein set forth, the parties hereto have agreed to amend the Credit Agreement and the Intercompany Subordination Agreement, consent to certain actions to be taken under the Credit Agreement and waive the Specified Events of Default thereunder, in each case as herein provided;

NOW, THEREFORE, it is agreed:

I. Amendments to the Credit Agreement.

1. The definition of “ A Term Loan Maturity Date ” appearing in Section 1.01 of the Credit Agreement is hereby restated in its entirety as follows:

“ A Term Loan Maturity Date ” shall mean April 28, 2012.

2. The definition of “ Applicable Commitment Commission Percentage ” and “ Applicable Margin ” appearing in Section 1.01 of the Credit Agreement is hereby restated in its entirety as follows:

“ Applicable Commitment Commission Percentage ” and “ Applicable Margin ” shall mean: (A) from and after any Start Date to and including the corresponding End Date described below, (i) with respect to Commitment Commission, the respective per annum percentage set forth in the table below under the column “Applicable Commitment Commission Percentage”, and (ii) with respect to A Term Loans, Revolving Loans and Swingline Loans, the respective percentage per annum set forth in the table below under the respective Tranche and Type of Loans and (in the case of preceding sub-clauses (i) and (ii)) opposite the respective Level ( i.e. , Level 1, Level 2, Level 3, Level 4, Level 5, Level 6 or Level 7, as the case may be) indicated to have been achieved in respect of the respective Start Date (as shown in any respective officer’s certificate delivered in accordance with the following sentences), (B) with respect to B Term Loans maintained as (i) Base Rate Loans, a percentage per annum equal to 1.50%, and (ii) Eurodollar Loans, a percentage per annum equal to 2.50%, and (C) with respect to any Type of Incremental Term Loan of a given Tranche that is neither an A Term Loan nor a B Term Loan, that percentage per annum set forth in, or calculated in accordance with, Section 2.14 and the relevant Incremental Term Loan Commitment Agreement:

The Total Leverage Ratio used in a determination of Applicable Commitment Commission Percentage and Applicable Margins shall be determined based on the delivery of a certificate of the Borrower (each, a “ Quarterly Pricing Certificate ”) by an Authorized Officer of the Borrower to the Administrative Agent (with a copy to be sent

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by the Administrative Agent to each Lender), within (i) 45 days after the last day of each of the first three fiscal quarters in each fiscal year of the Borrower and (ii) 90 days after the last day of the fourth fiscal quarter of each fiscal year of the Borrower, each of which Quarterly Pricing Certificates shall set forth the calculation of the Total Leverage Ratio as at the last day of the Test Period ended immediately prior to the relevant Start Date (but determined on a Pro Forma Basis solely to give effect to all Permitted Acquisitions (if any) and all Significant Asset Sales (if any) consummated on or after the first day of such Test Period and on or prior to the date of delivery of any such Quarterly Pricing Certificate and any Indebtedness incurred, assumed or permanently repaid in connection therewith) and the Applicable Commitment Commission Percentage and Applicable Margins which shall be thereafter applicable (until same are changed or cease to apply in accordance with the following provisions of this definition); provided that at the time of the consummation of any Permitted Acquisition or Significant Asset Sale, an Authorized Officer of the Borrower shall deliver to the Administrative Agent a certificate setting forth the calculation of the Total Leverage Ratio on a Pro Forma Basis (solely to give effect to all Permitted Acquisitions (if any) and all Significant Asset Sales (if any) consummated on or after the first day of such Test Period and on or prior to the date of the delivery of such certificate and any Indebtedness incurred or assumed in connection therewith) as of the last day of the last Calculation Period ended prior to the date on which such Permitted Acquisition or Significant Asset Sale is consummated for which financial statements have been made available (or were required to be made available) pursuant to Section 9.01(a) or (b), as the case may be, and the date of such consummation shall be deemed to be a Start Date and the Applicable Commitment Commission Percentage and Applicable Margins which shall be thereafter applicable (until same are changed or cease to apply in accordance with the following sentences) shall be based upon the Total Leverage Ratio as so calculated. The Applicable Commitment Commission Percentage and Applicable Margins so determined shall apply, except as set forth in the immediately succeeding sentence, from the relevant Start Date to the earliest of (x) the date on which the next officer’s certificate is delivered to the Administrative Agent, (y) the date on which the next Permitted Acquisition or Significant Asset Sale is consummated or (z) the date which is 45 days following the last day of the Test Period (or 90 days following the last day of the Test Period in respect of the fourth fiscal quarter of the Borrower, in either case) in which the previous Start Date occurred (such earliest date, the “ End Date ”), at which time, if no officer’s certificate has been delivered to the Administrative Agent indicating an entitlement to new Applicable Commitment Commission Percentage and Applicable Margins (and thus commencing a new Start Date), the Applicable Commitment Commission Percentage and Applicable Margins shall be those applicable to a Total Leverage Ratio based on a Level 7 until such time as a new Start Date shall commence as provided above. Notwithstanding anything to the contrary contained above in this definition, (x) the Applicable Commitment Commission Percentage and Applicable Margins shall be those applicable to a Total Leverage Ratio based on a Level 7 at all times during which any Default or Event of Default shall occur and be continuing and (y) (A) for periods prior to the Third Amendment Effective Date, the Applicable Commitment Commission Percentage and Applicable Margin shall be calculated in accordance with this definition prior to giving effect to the Third Amendment and (B) for the period from and including the Third Amendment Effective Date until the first Start Date thereafter, the Applicable Commitment Commission Percentage and Applicable Margin shall be those applicable to a Total Leverage Ratio based on Level 5.

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3. The definition of “ Base Rate ” appearing in Section 1.01 of the Credit Agreement is hereby amended by inserting the following new sentence at the end thereof:

“Notwithstanding the foregoing, from and after the Third Amendment Effective Date, in no event shall the Base Rate be less than 1.00% per annum at any time.”

4. The definition of “ Consolidated EBITDA ” appearing in Section 1.01 of the Credit Agreement is hereby restated in its entirety as follows:

“ Consolidated EBITDA ” shall mean, for any period, Consolidated Net Income for such period plus all amounts deducted in the computation thereof on account of (without duplication) (a) Consolidated Interest Expense plus the aggregate amount of all PIK Interest, (b) depreciation and amortization expense, (c) income and profits taxes, (d) in the case of any period including the Borrower’s fiscal quarter ending closest to March 31, 2009, the fees and expenses incurred in connection with the Third Amendment and the PD LLC Notes Amendment, and (e) in the case of any period including any fiscal quarter of the Borrower ending in the Borrower’s fiscal year ending closest to September 30, 2009, up to the amount of Restructuring Charges actually recorded or accrued during such period.

5. The definition of “ Consolidated Indebtedness ” appearing in Section 1.01 of the Credit Agreement is hereby restated in its entirety as follows:

“ Consolidated Indebtedness ” shall mean, at any time, the sum of (without duplication) (i) all Indebtedness of the Borrower and its Subsidiaries (on a consolidated basis) as would be required to be reflected as debt or Capitalized Lease Obligations on the liability side of a consolidated balance sheet of the Borrower and its Subsidiaries in accordance with GAAP, (ii) all Indebtedness of the Borrower and its Subsidiaries of the type described in clauses (ii), (vii) and (viii) of the definition of Indebtedness and (iii) all Contingent Obligations of the Borrower and its Subsidiaries in respect of Indebtedness of any third Person of the type referred to in preceding clauses (i) and (ii); provided that (A) the amount of Indebtedness in respect of any Interest Rate Protection Agreements and Other Hedging Agreements shall be at any time (a) if any such Interest Rate Protection Agreements or Other Hedging Agreements have been closed out, the unamortized termination value thereof, and (b) in all other cases, the unrealized net loss position, if any, of the Borrower and/or its Subsidiaries thereunder on a marked-to-market basis determined no more than one month prior to such time, and (B) the aggregate unpaid PIK Interest Amount shall be excluded from the calculation of Consolidated Indebtedness.”

6. The definition of “ Consolidated Interest Expense ” appearing in Section 1.01 of the Credit Agreement is hereby restated in its entirety as follows:

“ Consolidated Interest Expense ” shall mean, for any period, the sum for the Borrower and its Subsidiaries for such period, determined on a consolidated basis in

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accordance with GAAP, of all amounts which would be deducted in computing Consolidated Net Income on account of interest on Indebtedness ((x) including (whether or not so deducted) (i) imputed interest in respect of Capitalized Lease Obligations, (ii) the “deemed interest expense” ( i.e. , the interest expense which would have been applicable if the respective obligations were structured as on-balance sheet financing arrangements) with respect to all Indebtedness of the Borrower and its Subsidiaries of the type described in clause (viii) of the definition of “Indebtedness” contained herein (to the extent same does not arise from a financing arrangement constituting an operating lease), (iii) amortization of debt discount and expense and (iv) all commissions, discounts and other regularly accruing commitment, letter of credit and other banking fees and charges (including all Commitment Commissions, Letter of Credit Fees and Facing Fees but (y) excluding the aggregate amount of all PIK Interest).

7. The definition of “ Eurodollar Rate ” appearing in Section 1.01 of the Credit Agreement is hereby amended by inserting the following new sentence at the end thereof:

“Notwithstanding the foregoing, from and after the Third Amendment Effective Date, in no event shall the Eurodollar Rate be less than (i) in the case of a Eurodollar Loan with a one month Interest Period, 1.25% per annum for any such Interest Period, (ii) in the case of a Eurodollar Loan with a two month Interest Period, 1.75% per annum for any such Interest Period, (iii) in the case of a Eurodollar Loan with a three month Interest Period, 2.00% per annum for any such Interest Period, and (iv) in the case of a Eurodollar Loan with a six month Interest Period, 2.50% per annum for any such Interest Period.”

8. The definition of “ Excess Cash Flow ” appearing in Section 1.01 of the Credit Agreement is hereby amended by restating sub-clause (2) of the parenthetical appearing in clause (b)(ii) thereof in its entirety as follows:

“(2) repayments of Loans and the PIK Interest Amount, provided that repayments of Loans and the PIK Interest Amount shall be deducted in determining Excess Cash Flow to the extent such repayments were (x) required as a result of a Scheduled Term Loan Repayment pursuant to Section 5.02(b) or (y) made as a voluntary prepayment pursuant to Section 5.01 with internally generated funds (but in the case of a voluntary prepayment of Revolving Loans or Swingline Loans, only to the extent accompanied by a voluntary reduction of the Total Revolving Loan Commitment in an amount equal to such prepayment) and”.

9. The definition of “Excluded Domestic Subsidiary” appearing in Section 1.01 of the Credit Agreement is hereby restated in its entirety as follows:

“ Excluded Domestic Subsidiary ” shall mean Pulitzer and each Domestic Subsidiary of Pulitzer, but only so long as Pulitzer and its Domestic Subsidiaries have not become Subsidiary Guarantors by virtue of the restrictions set forth in any of the PD LLC Notes Documents or in any of the documents evidencing Permitted PD LLC Notes Refinancing Indebtedness, as the case may be.

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10. The definition of “ Net Sale Proceeds ” appearing in Section 1.01 of the Credit Agreement is hereby amended by restating clause (iii) of said definition in its entirety as follows:

“(iii) the amount of such gross cash proceeds required to be used (x) in the case of any assets of any Excluded Domestic Subsidiary so sold or disposed of, to permanently repay (A) the PD LLC Notes or any Permitted PD LLC Notes Refinancing Indebtedness pursuant to the terms of the PD LLC Notes Documents or the documents governing such Permitted PD LLC Notes Refinancing Indebtedness or (B) any Indebtedness of any Excluded Domestic Subsidiary (other than Indebtedness of the Lenders pursuant to this Agreement) that is secured by the respective assets which were sold or otherwise disposed of or (y) in the case of any assets of the Borrower or any of its Subsidiaries (other than any Excluded Domestic Subsidiary) so sold or disposed of, to permanently repay any Indebtedness (other than Indebtedness of the Lenders pursuant to this Agreement) which is secured by the respective assets which were sold or otherwise disposed of,”.

11. The definition of “ Obligations ” appearing in Section 1.01 of the Credit Agreement is hereby restated in its entirety as follows:

“ Obligations ” shall mean all amounts owing to the Administrative Agent, the Collateral Agent, any Issuing Lender, the Swingline Lender or any Lender pursuant to the terms of this Agreement and each other Credit Document, including, without limitation, all amounts in respect of any principal, premium, interest (including PIK Interest, the PIK Interest Amount and any interest, fees and/or expenses accruing subsequent to the filing of a petition in bankruptcy, reorganization or similar proceeding at the rate provided for in this Agreement, whether or not such interest, fees and/or expenses are an allowed claim under any such proceeding or under applicable state, federal or foreign law), penalties, fees, expenses, indemnifications, reimbursements (including Unpaid Drawings with respect to Letters of Credit), damages and other liabilities, and guarantees of the foregoing amounts.

12. The definition of “ PD LLC Notes Documents ” appearing in Section 1.01 of the Credit Agreement is hereby restated in its entirety as follows:

“ PD LLC Notes ” shall mean PD LLC’s Adjustable Rate Senior Notes due 2012 issued pursuant to the PD LLC Notes Agreement, as in effect on the Third Amendment Effective Date (after giving effect to the PD LLC Notes Amendment) and as the same may be further amended, restated, modified and/or supplemented from time to time in accordance with the terms hereof and thereof.

13. The definition of “ PD LLC Notes Agreement ” appearing in Section 1.01 of the Credit Agreement is hereby amended by replacing the text “Restatement Effective Date” appearing therein with the text “Third Amendment Effective Date (after giving effect to the PD LLC Notes Amendment)”.

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14. The definition of “ PD LLC Notes Documents ” appearing in Section 1.01 of the Credit Agreement is hereby amended by (i) inserting the text “(including all Collateral Documents (as defined in the PD LLC Notes Agreement))” immediately after the text “all other documents” appearing therein and (ii) replacing the text “Restatement Effective Date” appearing therein with the text “Third Amendment Effective Date (after giving effect to the PD LLC Notes Amendment)”.

15. The definition of “ PD LLC Notes Guaranty ” appearing in Section 1.01 of the Credit Agreement is hereby restated in its entirety as follows:

“ PD LLC Notes Guaranty ” shall mean, collectively, (i) that certain Guaranty Agreement, dated as of May 1, 2000, as amended by Amendment No. 1 to Guaranty Agreement dated as of August 7, 2000, Amendment No. 2 to Guaranty Agreement dated as of November 23, 2004, Amendment No. 3 to Guaranty Agreement dated as of June 2005, Amendment No. 4 to Guaranty Agreement dated as of February 1, 2006 and Limited Waiver and Amendment No. 5 to Guaranty Agreement dated as of the Third Amendment Effective Date, made by Pulitzer to the holders from time to time of the PD LLC Notes as in effect on the Third Amendment Effective Date (after giving effect to the PD LLC Notes Amendment) and as the same may be further amended, restated, modified and/or supplemented from time to time in accordance with the terms thereof and hereof and (ii) that certain Subsidiary Guaranty Agreement, dated as of the Third Amendment Effective Date, from all of the Subsidiaries of Pulitzer (other than Star Publishing) in favor of the holders from time to time of the PD LLC Notes, as in effect on the Third Amendment Effective Date (after giving effect to the PD LLC Notes Amendment) and as the same may be further amended, restated, modified and/or supplemented from time to time in accordance with the terms thereof and hereof.

16. The definition of “ PD LLC Refinancing Amendment ” appearing in Section 1.01 of the Credit Agreement is hereby deleted in its entirety.

17. The definition of “ Permitted PD LLC Notes Refinancing Indebtedness ” appearing in Section 1.01 of the Credit Agreement is hereby restated in its entirety as follows:

“ Permitted PD LLC Notes Refinancing Indebtedness ” shall mean Indebtedness solely of PD LLC so long as (i) the proceeds of such Indebtedness are used solely to refinance in full the PD LLC Notes outstanding at such time and to pay any fees and expenses incurred in connection with obtaining such Indebtedness, (ii) such Indebtedness does not have any amortization, redemption, sinking fund, maturity or similar requirement prior to April 28, 2013 (other than for interim payments or prepayments prior to final maturity on terms no more restrictive than those set forth in the PD LLC Notes Documents as in effect on the Third Amendment Effective Date (after giving effect to the PD LLC Notes Amendment)), (iii) the aggregate principal amount of such Indebtedness shall not be more than the aggregate principal amount of the PD LLC Notes outstanding at such time (plus the amount of any accrued and unpaid interest thereon and the amount of any fees and expenses incurred in connection with the incurrence thereof), (iv) the restrictions on the ability of Pulitzer and its Subsidiaries to pay cash Dividends and make Intercompany Loans to, and otherwise engage in transactions with, the Borrower and its other Subsidiaries shall be no more restrictive than those restrictions

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that exist in the PD LLC Notes Documents as in effect on the Third Amendment Effective Date (after giving effect to the PD LLC Notes Amendment) and (v) all of the other terms and conditions thereof (and the documentation with respect thereto) are in form and substance reasonably satisfactory to the Administrative Agent.

18. The definition of “ Required Lenders ” appearing in Section 1.01 of the Credit Agreement is hereby restated in its entirety as follows:

“ Required Lenders ” shall mean, at any time, Non-Defaulting Lenders the sum of whose outstanding Term Loans, respective shares in the PIK Interest Amount and Revolving Loan Commitments at such time (or, after the termination thereof, outstanding Revolving Loans and RL Percentages of (x) outstanding Swingline Loans at such time and (y) Letter of Credit Outstandings at such time) represents at least a majority of the sum of (i) all outstanding Term Loans of Non-Defaulting Lenders at such time, (ii) the aggregate shares of Non-Defaulting Lenders in the PIK Interest Amount at such time and (iii) the Total Revolving Loan Commitment in effect at such time less the Revolving Loan Commitments of all Defaulting Lenders at such time (or, after the termination thereof, the sum of the then total outstanding Revolving Loans of Non-Defaulting Lenders and the aggregate RL Percentages of all Non-Defaulting Lenders of the total outstanding Swingline Loans and Letter of Credit Outstandings at such time).

19. The definition of “ Revolving Loan Maturity Date ” appearing in Section 1.01 of the Credit Agreement is hereby restated in its entirety as follows:

“ Revolving Loan Maturity Date ” shall mean April 28, 2012.

20. Section 1.01 of the Credit Agreement is hereby further amended by inserting the following new definitions in the appropriate alphabetical order:

“ Applicable PIK Interest Rate ” shall mean, with respect to each PIK Interest Accrual Period (or portion thereof) (i) during the period from and including the Third Amendment Effective Date through and including the last day of the Borrower’s fiscal quarter ending closest to March 31, 2010, a rate per annum equal to 1.00%, (ii) during the period from and including the first day of the Borrower’s fiscal quarter beginning closest to April 1, 2010 through and including the last day of the Borrower’s fiscal quarter ending closest to March 31, 2011, a rate per annum equal to 1.50%, and (iii) thereafter, a rate per annum equal to 2.00%.

“ A Term Loan PIK Interest Amount ” shall mean (i) the aggregate amount of PIK Interest accrued and/or paid in respect of outstanding A Term Loans pursuant to Sections 2.08(a) and/or 2.08(b) and (ii) the aggregate amount of PIK Interest accrued and/or paid pursuant to Section 2.08(c) initially in respect of such PIK Interest referred to in preceding clause (i).

“ Base Rate Basic Interest ” shall have the meaning provided in Section 2.08(a).

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“ Base Rate Basic Interest Rate ” shall have the meaning provided in Section 2.08(a).

“ Base Rate PIK Interest ” shall have the meaning provided in Section 2.08(a).

“ Base Rate PIK Interest Rate ” shall have the meaning provided in Section 2.08(a).

“ Basic Interest ” shall have the meaning provided in Section 2.08(b).

“ Eurodollar Rate Basic Interest ” shall have the meaning provided in Section 2.08(b).

“ Eurodollar Rate Basic Interest Rate ” shall have the meaning provided in Section 2.08(b).

“ Eurodollar Rate PIK Interest ” shall have the meaning provided in Section 2.08(b).

“ Eurodollar Rate PIK Interest Rate ” shall have the meaning provided in Section 2.08(b).

“ Lee Procurement ” shall mean Lee Procurement Solutions Co., an Iowa corporation and a Qualified Wholly-Owned Domestic Subsidiary Guarantor.

“ Pay-Off Date ” shall mean the date upon which the Total Commitment has been terminated, no Note is outstanding, all Loans have been repaid in full in cash, all Letters of Credit have been terminated and all other Obligations then outstanding (other than (i) if prior to the last day of the Borrower’s fiscal year ending closest to September 30, 2011, the aggregate unpaid PIK Interest Amount, or (ii) if on or after the last day of the Borrower’s fiscal year ending closest to September 30, 2011, 50% of the aggregate unpaid PIK Interest Amount) have been paid in full in cash.

“ PD LLC Notes Amendment ” shall mean one or more amendments to (or terminations of and/or additions to, as applicable) the applicable PD LLC Notes Documents collectively containing the principal terms and conditions described in the term sheet attached as Exhibit A to the Third Amendment and otherwise in form and substance satisfactory to the Administrative Agent.

“ PIK Interest ” shall have the meaning provided in Section 2.08(b).

“ PIK Interest Accrual Period ” shall mean the period from and after any Start Date to and including the corresponding End Date, but only in the event that the Total Leverage Ratio indicated to have been achieved in respect of the respective Start Date (as shown in the applicable Quarterly Pricing Certificate) is greater than 7.50:1.00 (it being understood that no PIK Interest Accrual Period shall apply to periods prior to the Third Amendment Effective Date).

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“ PIK Interest Amount ” shall mean, collectively, the A Term Loan PIK Interest Amount and the Revolving Loan PIK Interest Amount.

“ Pulitzer Free Cash Flow ” shall mean “Excess Cash Flow” under, and as defined in, the PD LLC Note Documents (as in effect on the Third Amendment Effective Date (after giving effect to the PD LLC Notes Amendment)).

“ Restricted Cash Reserve Account ” shall have the meaning provided in the PD LLC Note Agreement as in effect on the Third Amendment Effective Date (after giving effect to the PD LLC Notes Amendment).

“ Revolving Loan PIK Interest Amount ” shall mean (i) the aggregate amount of PIK Interest accrued and/or paid in respect of outstanding Revolving Loans pursuant to Sections 2.08(a) and/or 2.08(b) and (ii) the aggregate amount of PIK Interest accrued and/or paid pursuant to Section 2.08(c) initially in respect of such PIK Interest referred to in preceding clause (i).

“ Star Publishing ” shall mean Star Publishing Company, an Arizona corporation and a Subsidiary of Pulitzer.

“ Third Amendment ” shall mean the Third Amendment, Consent and Waiver to this Agreement, dated as of February 18, 2009.

“ Third Amendment Effective Date ” shall have the meaning provided in the Third Amendment.”

21. Section 2.08 of the Credit Agreement is hereby restated in its entirety as follows:

“2.08. Interest . (a) The Borrower agrees to pay interest in respect of the unpaid principal amount of each Base Rate Loan from the date of Borrowing thereof until the earlier of (i) the maturity thereof (whether by acceleration or otherwise) and (ii) the conversion of such Base Rate Loan to a Eurodollar Loan pursuant to Section 2.06 or 2.09, as applicable, at a rate per annum which shall be equal to the sum of (I) the relevant Applicable Margin plus the Base Rate (the “ Base Rate Basic Interest Rate ,” and such interest at the Base Rate Basic Interest Rate, the “ Base Rate Basic Interest ”) as in effect from time to time, plus (II) during each PIK Interest Accrual Period (but otherwise subject to the last sentence of Section 2.08(e)), the Applicable PIK Interest Rate (the “ Base Rate PIK Interest Rate ,” and such interest at the Base Rate PIK Interest Rate, the “ Base Rate PIK Interest ”).

(b) The Borrower agrees to pay interest in respect of the unpaid principal amount of each Eurodollar Loan from the date of Borrowing thereof until the earlier of (i) the maturity thereof (whether by acceleration or otherwise) and (ii) the conversion of such Eurodollar Loan to a Base Rate Loan pursuant to Section 2.06, 2.09 or 2.10, as applicable, at a rate per annum which shall, during each Interest Period applicable thereto, be equal to the sum of (I) the relevant Applicable Margin plus the Eurodollar Rate for such Interest Period (the “ Eurodollar Rate Basic Interest Rate ,” and such interest at the Eurodollar Rate

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Basic Interest Rate, the “ Eurodollar Rate Basic Interest ;” and the Eurodollar Rate Basic Interest and the Base Rate Basic Interest are collectively referred to as the “ Basic Interest ”) plus (II) during each PIK Interest Accrual Period (but otherwise subject to the last sentence of Section 2.08(e)), the Applicable PIK Interest Rate (the “ Eurodollar Rate PIK Interest Rate ,” and such interest at the Eurodollar Rate PIK Interest Rate, the “ Eurodollar Rate PIK Interest ;” and the Eurodollar Rate PIK Interest and the Base Rate PIK Interest, together with any interest on the unpaid PIK Interest Amount pursuant to Section 2.08(c), are collectively referred to as the “ PIK Interest ”).

(c) The Borrower agrees to pay interest in respect of the unpaid PIK Interest Amount from time to time outstanding (subject to the last sentence of Section 2.08(e)) at a rate of 6.0% per annum.

(d) Notwithstanding anything to the contrary contained in this Agreement, the unpaid principal amount of each Loan and the unpaid PIK Interest Amount shall bear interest at a rate per annum equal to the rate which is 2% in excess of the rate otherwise applicable to such Loan or such PIK Interest Amount, as applicable, at all times that an Event of Default shall have occurred and be continuing. In addition (but without duplication of any amounts payable pursuant to the immediately preceding sentence), overdue principal and, to the extent permitted by law, overdue interest in respect of each Loan and the unpaid PIK Interest Amount shall, in each case, bear interest at a rate per annum equal to (A) in the case of Loans, the greater of (x) the rate which is 2% in excess of the rate then borne by such Loans and (y) the rate which is 2% in excess of the rate otherwise applicable to Base Rate Loans of the respective Tranche from time to time, (B) in the case of the PIK Interest Amount, at a rate of 8% per annum, and (c) in the case of other overdue amounts payable hereunder and under any other Credit Document, at a rate per annum equal to the rate which is 2% in excess of the rate applicable to Revolving Loans that are maintained at Base Rate Loans from time to time. Interest that accrues under this Section 2.08(d) shall be payable on demand. Payment or acceptance of the increased rates of interest provided for in this Section 2.08(d) is not a permitted alternative to timely payment and shall not constitute a waiver of any Event of Default or otherwise prejudice or limit any rights or remedies of the Administrative Agent or any Lender.

(e) Accrued (and theretofore unpaid) interest shall be payable (in the case of Basic Interest, in cash, and in the case of PIK Interest, by having the amount of such PIK Interest added to the applicable PIK Interest Amount then in effect and continue to accrue (with interest thereon) for the account of the respective Lenders as described below) (i) in respect of each Base Rate Loan, (x) quarterly in arrears on each Quarterly Payment Date, (y) on the date of any repayment or prepayment in full of all outstanding Base Rate Loans, and (z) at maturity (whether by acceleration or otherwise) and, after such maturity, on demand, (ii) in respect of each Eurodollar Loan, (x) on the last day of each Interest Period applicable thereto and, in the case of an Interest Period in excess of three months, on each date occurring at three month intervals after the first day of such Interest Period, (y) on the date of any repayment or prepayment (on the amount repaid or prepaid), and (z) at maturity (whether by acceleration or otherwise) and, after such maturity, on demand, and (iii) in respect of (x) Base Rate PIK Interest, on each date when Base Rate Basic Interest is otherwise payable on the respective Base Rate Loans as provided in clause (i) above in this

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Section 2.08(e), (y) Eurodollar Rate PIK Interest, on each date when Eurodollar Rate Basic Interest is otherwise payable on the respective Eurodollar Rate Loans as provided in clause (ii) above, and (z) PIK Interest payable under Section 2.08(c), (A) quarterly in arrears on each Quarterly Payment Date, (B) on the date of any repayment or prepayment in full of the unpaid A Term Loan PIK Interest Amount or Revolving Loan PIK Interest Amount, as the case may be, and (C) at maturity (whether by acceleration or otherwise) and, after such maturity, on demand. Base Rate Basic Interest and Eurodollar Rate Basic Interest payable under Sections 2.08(a) and 2.08(b), respectively, shall be payable in cash, and PIK Interest payable under Sections 2.08(a), 2.08(b) and 2.08(c) shall be payable by adding the amount thereof on each date when such PIK Interest is due to increase the unpaid amount of the A Term Loan PIK Interest Amount or the Revolving Loan PIK Interest Amount, as applicable; provided , however , notwithstanding the foregoing, all accrued and unpaid PIK Interest shall be payable in cash at maturity (whether by acceleration or otherwise).

Notwithstanding anything to the contrary contained above in this Section 2.08 or elsewhere in this Agreement, (A) to the extent that either (x) the Pay-off Date occurs prior to the last day of the Borrower’s fiscal year ending closest to September 30, 2011 (other than as a result of a repayment following the Obligations being declared, or otherwise becoming, due and payable pursuant to Section 11) or (y) the Total Leverage Ratio as of the last day of the Borrower’s fiscal year ending closest to September 30, 2011 is less than 6.00:1.00, 100% of the aggregate unpaid PIK Interest Amount at such time shall be forgiven and shall no longer be considered outstanding and no further PIK Interest shall accrue or be paid pursuant to this Section 2.08 and (B) to the extent that the Pay-off Date occurs on or after the last day of the Borrower’s fiscal year ending closest to September 30, 2011 but before April 28, 2012 (other than as a result of a repayment following the Obligations being declared, or otherwise becoming, due and payable pursuant to Section 11), 50% of the aggregate unpaid PIK Interest Amount at such time shall be forgiven and shall no longer be considered outstanding (and with such reduction to be applied ratably to the unpaid A Term Loan PIK Interest Amount and the Revolving Loan PIK Interest Amount).

(f) Upon each Interest Determination Date, the Administrative Agent shall determine the Eurodollar Rate for each Interest Period applicable to the respective Eurodollar Loans and shall promptly notify the Borrower and the Lenders thereof. Each such determination shall, absent manifest error, be final and conclusive and binding on all parties hereto.”

22. Section 5.01(a) of the Credit Agreement is hereby amended by restating clause (v) of said Section in its entirety as follows:

“and (v) each voluntary prepayment of any Tranche of Term Loans pursuant to this Section 5.01(a) shall be applied to reduce the remaining Scheduled Term Loan Repayments of such Tranche of Term Loans in inverse order of maturity.”

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23. Section 5.01 of the Credit Agreement is hereby further amended by inserting the following new clause (c) at the end thereof:

“(c) The Borrower shall have the right to prepay the unpaid PIK Interest Amount, without premium or penalty, in whole or in part any time and from time to time on the following terms and conditions: (i) no Loans shall be outstanding; (ii) the Borrower shall give the Administrative Agent prior to 12:00 Noon (New York time) at the Notice Office at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay the unpaid PIK Interest Amount, which notice shall specify whether the A Term Loan PIK Interest Amount and/or the Revolving Loan PIK Interest Amount shall be prepaid and the amount of such prepayment, and which notice the Administrative Agent shall promptly transmit to each of the Lenders; (ii) each partial prepayment of the unpaid PIK Interest Amount pursuant to this Section 5.01